VIDEO CITY INC
8-K/A, 1997-04-17
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FROM 8-K/A
                                 Amendment #2
                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934

                                 April 8, 1997
                                 -------------

               Date of Report (date of earliest event reported)

                               Video City, Inc.
                               ----------------
            (Exact Name of Registrant as Specified in its Charter)

       Delaware                  0-14023                        95-3897052
    ----------------         ---------------                  ---------------
   (State or other           Commission File                  (IRS Employer
    jurisdiction of             Number)                        Identification
    Incorporation)                                                 Number)

            6840 DISTRICT BOULEVARD, BAKERSFIELD, CALIFORNIA 93313
            ------------------------------------------------------
                   (Address of principal executive offices)

                                (805) 397-7955
                                --------------
             (Registrant's telephone number, including area code)

                        Prism Entertainment Corporation
                        -------------------------------
                                 (Former Name)

          6851 McDivitt Drive, Suite A, Bakersfield, California 93313
          -----------------------------------------------------------
                               (Former Address)
   
<PAGE>
 
                                VIDEO CITY, INC.

ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a)   In conjunction with the merger of Lee Video City, Inc. into Prism 
Entertainment Corporation, the registrant's name was changed from Prism 
Entertainment Corporation to Video City, Inc.  BDO Seidman, LLP has been 
selected as the independent accountants for Lee Video City, Inc. for its fiscal
year ended December 31, 1996 and for Video City, Inc. for the fiscal year ended 
January 31, 1997.  BDO Seidman, LLP served as Prism Entertainment Corporation's 
independent accountants prior to the merger.  KPMG Peat Marwick, LLP served as 
Lee Video City, Inc.'s independent accountants for the fiscal years ending 
December 31, 1995 and 1994.

     (b)   There were no disagreements with KPMG Peat Marwick, LLP and Lee Video
City, Inc. within the meaning of Item 304 of Regulation S-K on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure in connection with the audit of Lee Video City, Inc.'s
financial statements for the fiscal year ended December 31, 1995 and 1994, or
for the subsequent interim period through January 1997, which disagreements if
not resolved to their satisfaction would have caused KPMG Peat Marwick, LLP to
issue an adverse opinion or a disclaimer of opinion, and neither report
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope or accounting principles.

     (c)    During the two most recent fiscal years, there have been no 
reportable events (as defined in Item 304 of Regulation S-K) with KPMG Peat 
Marwick, LLP.  Lee Video City, Inc. has not consulted with BDO Seidman, LLP 
regarding the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on the financial statements 
during the two most recent fiscal years through the date of the merger.

     (d)    A letter of KPMG Peat Marwick, LLP addressed to the Securities and 
Exchange Commission is included as Exhibit 11.0 to the form 8-K.

     (e)    The change in auditors was approved by the Board of Directors of 
Video City, Inc. in January, 1997.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

     Exhibits:

     Number                  Description
     ------                  -----------
     11.0                    Letter of KPMG Peat Marwick, LLP to the Securities
                             and Exchange Commission included herein pursuant to
                             the requirements of Item 304(a) of Regulation S-K.
<PAGE>
 
                                   SIGNATURE

       Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

Dated: April 11, 1997                              By: /s/ Robert Y. Lee
                                                      -------------------------
                                                      Robert Y. Lee
                                                      Chairman of the Board and
                                                      Chief Executive Officer

<PAGE>


                                                                      Exhibit 11
 


PEAT MARWICK LLP

                                                                  

1999 Avenue of the Stars
Suite 1100
Los Angeles, CA 90067


April 8, 1997


Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Lee Video City, Inc. (merged with 
and into Prism Entertainment Corporation on January 8, 1997 at which time the 
registrant's name was changed from Prism Entertainment Corporation to Video 
City, Inc.) and, under the date of February 9, 1996, except for Note 5, which is
as of May 28, 1996, we reported on the financial statements of Lee Video City, 
Inc. as of December 31, 1995 and for the years ended December 31, 1995 and 1994.
We have read Video City, Inc.'s statements included under item 4 of its 8-K/A-2
dated January 8, 1997, and we agree with such statements, except that we are not
in a position to agree or disagree with Video City, Inc.'s statement that BDO
Seidman, LLP was not consulted regarding the application of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on Lee Video City, Inc.'s financial statements, nor are we in a
position to agree or disagree that the change in auditors was approved by the
Board of Directors of Video City, Inc. in January 1997.



Very truly yours,



KPMG Peat Marwick LLP


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